Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On December 21, 2021, David Fox resigned from the Board of Directors of
Atlas Crest Investment Corp. II (the "Company") for personal reasons. Mr. Fox's
resignation was not the result of any disagreement with the Company. Mr. Fox was
an independent member of the Nominating and Governance Committee, the
Compensation Committee, and the Audit Committee of the Board of Directors.
(b) On December 27, 2021, the Board of Directors (the "Board") of the Company
appointed Carrie McCabe as its third non-executive, independent director.
Ms. McCabe currently serves as the CEO of Lasair Advisors LLC, a strategic
advisory firm, which she founded in 2000. Ms. McCabe previously was Managing
Director at $30 billion PAAMCO responsible for Global Strategy and a member of
the Management Committee from 2016 to 2019. While at PAAMCO, she served as the
CEO and CIO creating the new PAAMCO Select business which was focused on active
long equity solutions. Prior to PAAMCO, Ms. McCabe served as a Senior Advisor to
McKinsey & Company's global Asset Management and Private Equity Practices from
2013 to 2016. In 2008, Ms. McCabe launched Lasair Capital, an institutional
alternative asset management firm, in strategic partnership with a Fortune 5
pension plan, with assets acquired by General Electric in 2013. Previously,
Ms. McCabe was President and CEO of Financial Risk Management where she led the
Americas team of the $15 billion institutional hedge fund organization and also
served as a member of FRM's Global Advisory Committee and Investment Committees.
Prior to that, she was President and Chief Executive Officer of Blackstone
Alternative Asset Management, where she built multi-manager hedge fund investing
into a core business of Blackstone. Ms. McCabe began her career trading
government securities at Bear Stearns where she was Managing Director. She then
joined Hong Kong and Shanghai Banking Corporation (HSBC) as Senior Vice
President and Manager of Capital Markets, where she managed a $25 billion
balance sheet, and the sales and trading teams. Subsequently, she founded and
served as President of Midland Investment Management, the institutional money
management affiliate of HSBC in the Americas. She then served as Principal at
Mariner Investment Group, where she created new company ventures in the
alternative asset area. Ms. McCabe has served on the Board of Directors for
organizations including Stanford University's Clayman Institute, The Segerstrom
Center for the Arts, The International Association of Financial Engineers, and
Girls Inc. Ms. McCabe received her B.A. in Economics from Stanford University
and MBA from Harvard Business School. We believe Ms. McCabe's experience
building and leading businesses and financial structuring expertise make her
well qualified to serve on our board of directors.
The Board has determined that Ms. McCabe is "independent" as that term is
defined under the NYSE listing rules for purposes of serving on the Board and
committees and that she also satisfies the independence criteria set forth in
Rule 10A-3 of the Securities Exchange Act, as amended, for purposes of serving
as an independent director on the audit committee. With the addition of
Ms. McCabe to the audit committee, the Company has three independent directors
on its audit committee and one member has accounting or related financial
management expertise, as the Board interprets such qualifications in its
business judgment, in compliance with Section 303A.07(a) of the New York Stock
Exchange corporate governance standards.
On December 27, 2021, Ms. McCabe became a member of Atlas Crest Investment II
LLC, our sponsor. The Company will reimburse Ms. McCabe for expenses incurred in
connection with her role as a non-executive director. In addition, Ms. McCabe
and the Company have entered into an indemnification agreement substantially in
the form attached as Exhibit 10.5 to the Form 8-K filed by the Company with the
Securities and Exchange Commission on February 1, 2021.
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